Magazine title changed hands - can I pursue new management?
Discussion
Hello all,
I know there's some pretty clued up legal folks on here, so I'm hoping for a quick bit of advice as to whether I'm wasting my time pursuing a client or not. I used to do quite a lot of work for a relatively well known magazine (within it's own niche, anyway); they'd always been a bit slow paying but generally speaking we'd done some good work together for the past 3 years. Until just before christmas they hit me with the dreaded phone call that the mag is in trouble, and the publishing company (which was setup only to publish this mag) was folding...
Said title has been 'sold' to another publishing company and is continuing BAU, with the exception of paying past contributors of course. However, my invoices have always been made out to "******* Car Magazine" rather than "**** publishing" so given that the title still exists and is sitting in WHSmith right now, is there any reason I cannot pursue the 'new' management for payment? They are still advertising old copies which feature my work, in fact they are even using some of my work on their facebook page....
I know there's some pretty clued up legal folks on here, so I'm hoping for a quick bit of advice as to whether I'm wasting my time pursuing a client or not. I used to do quite a lot of work for a relatively well known magazine (within it's own niche, anyway); they'd always been a bit slow paying but generally speaking we'd done some good work together for the past 3 years. Until just before christmas they hit me with the dreaded phone call that the mag is in trouble, and the publishing company (which was setup only to publish this mag) was folding...
Said title has been 'sold' to another publishing company and is continuing BAU, with the exception of paying past contributors of course. However, my invoices have always been made out to "******* Car Magazine" rather than "**** publishing" so given that the title still exists and is sitting in WHSmith right now, is there any reason I cannot pursue the 'new' management for payment? They are still advertising old copies which feature my work, in fact they are even using some of my work on their facebook page....
trackdemon said:
Hello all,
I know there's some pretty clued up legal folks on here, so I'm hoping for a quick bit of advice as to whether I'm wasting my time pursuing a client or not. I used to do quite a lot of work for a relatively well known magazine (within it's own niche, anyway); they'd always been a bit slow paying but generally speaking we'd done some good work together for the past 3 years. Until just before christmas they hit me with the dreaded phone call that the mag is in trouble, and the publishing company (which was setup only to publish this mag) was folding...
Said title has been 'sold' to another publishing company and is continuing BAU, with the exception of paying past contributors of course. However, my invoices have always been made out to "******* Car Magazine" rather than "**** publishing" so given that the title still exists and is sitting in WHSmith right now, is there any reason I cannot pursue the 'new' management for payment? They are still advertising old copies which feature my work, in fact they are even using some of my work on their facebook page....
You need to establish what mechanism applied to the change.I know there's some pretty clued up legal folks on here, so I'm hoping for a quick bit of advice as to whether I'm wasting my time pursuing a client or not. I used to do quite a lot of work for a relatively well known magazine (within it's own niche, anyway); they'd always been a bit slow paying but generally speaking we'd done some good work together for the past 3 years. Until just before christmas they hit me with the dreaded phone call that the mag is in trouble, and the publishing company (which was setup only to publish this mag) was folding...
Said title has been 'sold' to another publishing company and is continuing BAU, with the exception of paying past contributors of course. However, my invoices have always been made out to "******* Car Magazine" rather than "**** publishing" so given that the title still exists and is sitting in WHSmith right now, is there any reason I cannot pursue the 'new' management for payment? They are still advertising old copies which feature my work, in fact they are even using some of my work on their facebook page....
If the old company was put into administration and another company acquired assets, such as the magazine title, via the administrators you will become a creditor of the company in administration with little/no chance of recovering what you were due.
If the original business was sold from one entity to another, as a share sale, then the obligation to pay you would pass to the new owners as the business entity has not changed.
This is not legal advice, I have been through the same loops!
Keep it stiff said:
You need to establish what mechanism applied to the change.
If the old company was put into administration and another company acquired assets, such as the magazine title, via the administrators you will become a creditor of the company in administration with little/no chance of recovering what you were due.
If the original business was sold from one entity to another, as a share sale, then the obligation to pay you would pass to the new owners as the business entity has not changed.
This is not legal advice, I have been through the same loops!
It's the former of what you outline. However my invoices are made out to "******** Car" not the publishing company which was liquidated & the magazine title still exists (AFAIK the old director has a part in the new operation too - the while thing stinks).If the old company was put into administration and another company acquired assets, such as the magazine title, via the administrators you will become a creditor of the company in administration with little/no chance of recovering what you were due.
If the original business was sold from one entity to another, as a share sale, then the obligation to pay you would pass to the new owners as the business entity has not changed.
This is not legal advice, I have been through the same loops!
A magazine title is like a brand and is treated as an asset, it can be sold from one company to another. You need to establish who your customer was/is, i.e what entity owned that title at the time you worked for it and what is the status of that entity now. If the title was sold but the entity that owned it survives then your relationship with that entity has not changed.
Your contract was with whatever legal entity published the magazine. It was X Ltd, but traded as Y Magazine. As already noted above, if another legal entity, Z Ltd, now publishes Y magazine, then, absent an agreed novation of your contact, your only claim is against the X Ltd , which may be insolvent. A magazine itself has no legal personality.
I take it, by the way, that you were not an employee of the X Ltd, so no question of TUPE arises.
As for your work, what agreement did you make with X Ltd about IP rights to it? It may be that there has been an assignment to Z Ltd of whatever assignment or licence you agreed with X Ltd. That assignment might or might not have been lawful, depending on what you agreed. If no lawful assignment of rights has occurred, you may have grounds for objecting to use of your work, and you may in any event have an attribution right, but all depends on what you agreed.
I take it, by the way, that you were not an employee of the X Ltd, so no question of TUPE arises.
As for your work, what agreement did you make with X Ltd about IP rights to it? It may be that there has been an assignment to Z Ltd of whatever assignment or licence you agreed with X Ltd. That assignment might or might not have been lawful, depending on what you agreed. If no lawful assignment of rights has occurred, you may have grounds for objecting to use of your work, and you may in any event have an attribution right, but all depends on what you agreed.
Edited by anonymous-user on Friday 11th January 21:32
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